The Stock Exchange of Hong Kong Limited takes no responsibility
for the contents of this announcement, makes no representation as to its
accuracy or completeness and expressly disclaims any liability whatsoever
for any loss howsoever arising from or in reliance upon the whole or any
part of the contents of this announcement.
Lap
Heng Company, Limited
CONDITIONAL REACTIVATION PROPOSALS OF
LAP HENG COMPANY, LIMITED
(PROPOSED TO BE RENAMED GUOCO LAND LIMITED
("Guoco Land"))
INCLUDING A VERY SUBSTANTIAL ACQUISITION,
CONNECTED TRANSACTIONS AND
AN UNCONDITIONAL CASH OFFER (THE "OFFER")
BY SOMERLEY LIMITED
ON BEHALF OF
GL HOLDINGS LIMITED (THE "OFFEROR")
(A WHOLLY-OWNED SUBSIDIARY OF GUOCO GROUP
LIMITED)
TO ACQUIRE ALL THE ISSUED SHARES
OF LAP HENG COMPANY,LIMITED
(OTHER THAN THOSE ALREADY AGREED TO BE
ACQUIRED BY GUOCO GROUP LIMITED)
Further
to the joint announcement of Guoco Group Limited ("Guoco"), Dao
Heng Bank Group Limited ("Dao Heng") and Lap Heng Company, Limited
("Lap Heng") dated 28th December, 1996, the directors of Lap
Heng are pleased to announce that, at the extraordinary general meeting
of Lap Heng held on 15th January, 1997, the resolution in relation to the
reactivation proposals was duly passed. The directors of Dao Heng are also
pleased to announce that the resolution in relation to the Property Agreements
(as defined in Dao Heng's circular to shareholders dated 28th December,
1996) was duly passed at the special general meeting of Dao Heng held on
15th January, 1997.
Application
has been made to the Stock Exchange of Hong Kong Limited (the "Stock
Exchange") for the resumption in trading of 56,303,310 shares of HK$2.0
each (the "Shares") in the capital of Lap Heng and the granting
of the listing of, and permission to deal in, the 45,000,000 Shares to
be issued pursuant to the Subscription Agreement. The Stock Exchange has
agreed to the application on 15th January, 1997. All the conditions precedent
for the completion of the reactivation proposals ("Completion")
have now been satisfied. Accordingly, each of the Share Purchase Agreement,
the Property Agreements, the Subscription Agreement, the Disposal Agreement
and the Office Agreement (details of which are contained in the composite
document of Lap Heng dated 28th December, 1996 (the "Document"))
were duly completed on 15th January, 1997. Capitalised terms used in this
announcement are as defined in the Document.
The
directors of Guoco are also pleased to announce that all the conditions
of the Offer have been satisfied. The Offer is on the basis of HK$10.189
per Share in cash and the latest time for acceptances is 4:00 p.m. on 29th
January, 1997. Details of the procedures for acceptance and settlement
of the Offer are set out in the Document and the form of acceptance and
transfer accompanying it.
As
at 4:00 p.m. on 15th January, 1997, valid acceptances in respect of 5,943,753
Shares have been received under the Offer. Taking into account such acceptances,
the 27,494,354 Shares acquired by the Offeror pursuant to the Share Purchase
Agreement and the 45,000,000 Shares issued to the Offeror pursuant to the
Subscription Agreement, the Offeror and Guoco are, as at 4:00 p.m. on 15th
January, 1997, interested in 78,438,107 Shares, representing approximately
77.43 per cent. of the issued share capital of Lap Heng as enlarged by
the issue of the Subscription Shares. On the above basis, there remain
at present 22,865,203 Shares in public hands, representing approximately
22.57 per cent. of the enlarged issued share capital of Lap Heng.
Trading
in the Shares of Lap Heng has been suspended since 1st April, 1996 and
will be resumed with effect from 10:00 a.m. on Thursday, 16th January,
1997. It is the intention of the Offeror that Lap Heng should remain a
public company listed on the Stock Exchange. The Offeror will undertake
to the Stock Exchange to take appropriate steps to ensure that not less
than 25 per cent. of the issued Shares will be held by the public following
the close of the Offer at 4:00 p.m. on 29th January, 1997. Pursuant to
the Placing Agreement, the Placing Agent has agreed to procure purchasers
for such number of issued Shares owned by the Offeror or Guoco at the close
of the Offer which is in excess of 75 per cent. of the issued Shares following
Completion.
The
Stock Exchange has stated that, if Guoco Land remains a public company
listed on the Stock Exchange, any future acquisitions or disposals of assets
by the Guoco Land Group will be subject to the provisions of the Listing
Rules. Pursuant to the Listing Rules, the Stock Exchange has a discretion
to require Guoco Land to issue a circular to its shareholders where any
acquisition or disposal by Guoco Land is proposed, irrespective of the
size of such acquisition or disposal and in particular where such acquisition
or disposal represents a departure from the principal activities of Guoco
Land. The Stock Exchange also has the power, pursuant to the Listing Rules,
to aggregate a series of acquisitions or disposals by Guoco Land and any
such acquisitions or disposals may, in any event, result in Guoco Land
being treated as a new applicant for listing and subject to the requirements
for new applicants as set out in the Listing Rules.
Following
Completion, Messrs. Walter Boller, Choy Tin Kin, John Chuang, Lipton Chuang,
Dr. Leo Chuang and Mrs. Florence S.G. Chuang have resigned as directors
of Lap Heng. Mr. Quek Leng Chan has been appointed as Chairman of Lap Heng
and Mr. Tan Lim Heng has been appointed as Managing Director of Lap Heng
with immediate effect. Messrs. Kwek Leng Hai and Lay Kok Weng have been
appointed as executive directors and Messrs. Sat Pal Khattar, Volker Stoeckel
and Ho Yuk Wah, David have been appointed as non-executive directors of
Lap Heng with immediate effect.
By Order of the board Dao Heng Bank Group Limited Doris W. N. Wong Company Secretary |
By Order of the board Guoco Group Limited Doris W. N. Wong Company Secretary |
By Order of the board Lap Heng Company, Limited Doris W. N. Wong Company Secretary |
Hong Kong, 15th January, 1997
The information in this announcement relating to Guoco,
Dao Heng and Lap Heng has been supplied by the directors of Guoco, Dao
Heng and Lap Heng respectively who jointly and severally accept full responsibility
for the accuracy of the information contained in this announcement in so
far as it relates to Guoco, Dao Heng and Lap Heng respectively and confirm,
having made all reasonable enquiries, that to the best of their knowledge,
the opinions expressed by them in this announcement have been arrived at
after due and careful consideration and there are no other facts the omission
of which would make any statement contained herein misleading in so far
as it relates to Guoco, Dao Heng and Lap Heng respectively.
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